SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

KINGSBURY ARTHUR F

(Last)

(First)

(Middle)

C/O VNU MEDIA MEASUREMENT

575 GASPER DRIVE

(Street)

PLACIDA

33946

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SOLERA HOLDINGS, INC [ SLH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/12/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01	11/12/2008		A		609 ^{( 1 )} ^{( 2 )}	A	$0.01	13,289 ^{( 3 )}	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents 609 restricted stock units of the reporting person, which are subject to vesting. Upon vesting, the reporting person shall be entitled to receive a number of shares of common stock equal to the number of restricted stock units then vesting. An amount equal to 1/12 of the total grant will vest on November 30, 2008, and an additional amount equal to 1/12 of the total grant will vest on the last day of each calendar month thereafter until fully vested, in each case subject to the reporting person's continued services to Solera Holdings, Inc. (the "Company").

2. Shares in respect of vested restricted stock units will be delivered to the reporting person upon the earliest of: (a) November 12, 2013; (b) the date upon which the reporting person ceases to be a director of the Company, but only to the extent such cessation of services constitutes a "separation from service" with the Company as defined in Section 409A of the Internal Revenue Code of 1986, as amended; and (c) the date of the consummation of a Change in Control (as defined in the 2008 Solera Holdings, Inc. Omnibus Incentive Plan), but only to the extent such Change in Control constitutes a "change in control event" (as defined in Treasury Regulations Section 1.409A-3(i)(5)) of the Company.

3. Includes 12,761 restricted stock units of the reporting person, which are subject to vesting. Upon vesting, the reporting person shall be entitled to receive a number of shares of common stock equal to the number of restricted stock units then vesting. With respect to 5,812 of the restricted stock units, such restricted stock units vest on the last day of each calendar month until fully vested. With respect to 6,340 of the reporting person's restricted stock units, 2,113 will vest on September 30, 2010, 2,113 will vest on September 30, 2011 and the remaining restricted stock units will vest on September 30, 2012. 609 of the restricted stock units will vest and be delivered as provided in footnotes 1 and 2 above.

	/s/ Jason Brady, by power of attorney	11/14/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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